EXHIBIT 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
-----------------------------------
This Amendment No. 1 to Rights Agreement (the "Amendment"), dated
as
of January 9, 2006, is made and entered into between Hughes Supply,
Inc., a
Florida corporation (the "Company"), and American Stock Transfer
& Trust
Company, a New York banking corporation (the "Rights Agent"), to
the Rights
Agreement between the Company and the Rights Agent dated as of May
20, 1998 (the
"Rights Agreement").
WHEREAS, pursuant to Section 26 of the Rights Agreement, under
circumstances set forth therein, (i) the Company may supplement or
amend any
provision of the Rights Agreement without the approval of any
holders of
certificates representing Common Shares of the Company, and (ii)
upon the
delivery of a certificate from an appropriate officer of the
Company which
states that the proposed supplement or amendment is in compliance
with the terms
of Section 26 of the Rights Agreement, the Rights Agent shall
execute such
supplement or amendment; and
WHEREAS, the Company desires to amend the Rights Agreement as
set
forth herein and to direct the Rights Agent to execute this
Amendment.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as
follows:
Section 1. Direction to Rights Agent. The Company hereby directs
the
Rights Agent, in its capacity as Rights Agent and in accordance
with the terms
of Section 26 of the Rights Agreement, to execute this
Amendment.
Section 2. Certification of Appropriate Officer. The
undersigned
officer of the Company, being duly authorized on behalf of the
Company, hereby
certifies on behalf of the Company to the Rights Agent that (a) he
is an
"officer" of the Company as such term is used in Section 26 of the
Rights
Agreement, and (b) this Amendment is in compliance with Section 26
of the Rights
Agreement.
Section 3. Amendment of Rights Agreement. The Rights Agreement
is
hereby amended as follows:
(a) Section 1 of the Rights Agreement is hereby amended by
inserting
the following subsections at the end of such Section 1:
"(cc) "Merger" shall have the meaning set forth in the Merger
Agreement.
(dd) "Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of January 9, 2006, between the Company and The
Home
Depot, Inc. ("Parent"), a Delaware corporation, as it may be
amended
from time to time."
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(b) Section 1(a) of the Rights Agreement is hereby amended by
inserting the following sentences at the end of such Section
1(a):
"Notwithstanding anything in this Section 1(a) to the contrary,
neither the Parent nor any of its Subsidiaries, Affiliates or
Associates, including Merger Sub (as defined in the Merger
Agreement)
(collectively, the "Parent Group") shall be, or shall be deemed to
be,
an Acquiring Person by virtue of or as a result of (A) the
execution
of the Merger Agreement or any agreements, arrangements or
understandings entered into by Parent or Merger Sub contemplated
by
the Merger Agreement if such agreements, arrangements or
understandings are in accordance with the terms and conditions of
the
Merger Agreement; (B) the announcement of the Merger Agreement or
the
Merger; (C) the co
